FREQUENCY ELECTRONICS INC

NOTE A – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management of Frequency Electronics, Inc. (the “Company”), the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly, in all material respects, the condensed consolidated financial position of the Company as of July 31, 2026 and the results of its operations, changes in stockholders’ equity for the three months ended July 31, 2026 and 2025, and cash flows for the three months ended July 31, 2026 and 2025. The April 30, 2026 condensed consolidated balance sheet was derived from audited financial statements. These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2026, filed on July 17, 2026 with the Securities and Exchange Commission (the “Form 10-K”). The results of operations for such interim periods are not necessarily indicative of the operating results for the full fiscal year.

Reclassifications

Certain amounts in prior years have been reclassified to conform to the current year presentation.

NOTE B – EARNINGS PER SHARE

Weighted Average Shares Outstanding

Reconciliation of the weighted average shares outstanding for basic and diluted earnings per share (“EPS”) for the three months ended July 31, 2026 and 2025, respectively, were as follows:

Public Offering

On July 30, 2026, the Company completed a public offering (the “Offering”) of 1,739,131 shares of the Company’s common stock, par value $1.00 per share (“common stock”). The Company offered and sold 1,086,957 shares of common stock, and certain selling stockholders offered and sold a total of 652,174 shares of common stock. The shares were sold to investors at $57.50 per share. The gross proceeds to the Company from the Offering were approximately $62.5 million. Net of underwriting discounts and commissions of approximately $3.8 million and offering expenses of approximately $0.6 million, the total proceeds received were approximately $58.1 million. The Company did not receive any proceeds from the sale of the shares by the selling stockholders.

In addition, the Company granted the underwriters to the Offering an option, exercisable for 30 days, to purchase up to 260,869 shares of common stock from the Company on the same terms (the “Option Shares”). On August 3, 2026, the underwriters exercised their option in full and on August 5, 2026, purchased the Option Shares from the Company. The gross proceeds to the Company from the sale of the Option Shares were approximately $15 million. Net of underwriting discounts and commissions of approximately $0.9 million, the total proceeds received were approximately $14.1 million in the second quarter of fiscal year 2027.

NOTE C – CONTRACT ASSETS AND LIABILITIES

At July 31, 2026, April 30, 2026, and April 30, 2025, contract assets, contract liabilities, and accounts receivable, net consisted of the following (in thousands):

Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the reporting date on contracts with customers. Contract assets are transferred to accounts receivable when the rights become unconditional. Contract liabilities primarily relate to contracts where advance payments or deposits have been received, but performance obligations have not yet been satisfied, and therefore, revenue has not been recognized. During the three months ended July 31, 2026, we recognized $4.0 million of our contract liabilities at April 30, 2026 as revenue. During the three months ended July 31, 2025, we recognized $4.1 million of our contract liabilities at April 30, 2025 as revenue. If contract losses are anticipated, a loss provision is recorded for the full amount of such losses when they are determinable.

NOTE D –EMPLOYEE BENEFIT PLANS

During the three months ended July 31, 2026, the Company made contributions of 5,303 shares of its common stock to the Company’s profit-sharing plan and trust under Section 401(k) of the Internal Revenue Code. During the three months ended July 31, 2025, the Company made contributions of 12,405 shares of its common stock to the Company’s profit-sharing plan and trust under Section 401(k) of the Internal Revenue Code. Such contributions are in accordance with the Company’s discretionary match of employee voluntary contributions to this plan.

Deferred compensation expense charged to selling, general and administrative expenses during the three months ended July 31, 2026, was approximately $138,000, inclusive of approximately $19,000 of interest expense. Payments made related to deferred compensation were approximately $178,000 for the same period. Deferred compensation expense charged to selling, general and administrative expenses during the three months ended July 31, 2025, was approximately $133,000, inclusive of approximately $23,000 of interest expense. Payments made related to deferred compensation were approximately $183,000 for the same period.

The whole-life insurance policies on the lives of certain participants covered by deferred compensation agreements have been placed in a trust. Upon the death of any insured participant, cash received from life insurance policies in excess of the Company’s deferred compensation obligations to the estate or beneficiaries of the deceased, are also placed in the trust. These assets belong to the Company until a change of control event, as defined in the trust agreement, should occur. At that time, the Company is required to add sufficient cash to the trust so as to match the deferred compensation liability described above. Such funds will be used to continue the deferred compensation arrangements following a change of control. The life insurance policies amounted to $7.3 million at July 31, 2026 and at April 30, 2026. The business account and U.S. debt securities within the trust are valued on a Level 1 basis and amounted to $4.0 million at July 31, 2026 and April 30, 2026. The fixed income corporate debt securities within the trust are valued on a Level 2 basis and amounted to $0.5 million at July 31, 2026 and $0.4 million at April 30, 2026. Level 2 securities are valued at the closing prices and are consistent with quoted prices of similar assets reported in active markets.

NOTE E – INVENTORIES

Inventories, which are reported at the lower of cost or net realizable value, consisted of the following (in thousands):

NOTE F – RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Company’s leases primarily represent offices, warehouses, vehicles, manufacturing and research and development (“R&D”) facilities, which expire at various times through fiscal year 2031 and are operating leases. Contractual arrangements are evaluated at inception to determine if the agreement contains a lease. The leases contain renewal options, early termination, rent abatement, and escalation clauses that are factored into our determination of lease payments when appropriate. We include options to extend or terminate leases in the right-of-use (“ROU”) operating lease asset and liability when it is reasonably certain we will exercise these options. As of July 31, 2026, lease options were not included in the calculation of the ROU operating lease asset and liability. ROU assets and lease liabilities are recorded based on the present value of future lease payments which will factor in certain qualifying initial direct costs incurred as well as any lease incentives that may have been received. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

The Company elected the practical expedient for short-term leases which allows leases with terms of twelve months or less to be recorded on a straight-line basis over the lease term without being recognized on the consolidated balance sheet. The Company has also elected the practical expedient to account for lease and non-lease components as a single component.

The table below presents ROU assets and liabilities recorded on the respective consolidated balance sheets as follows (in thousands):

Total operating lease expense was $0.6 million for both the three months ended July 31, 2026 and 2025, the majority of which is included in cost of revenues and the remaining amount in selling, general and administrative expenses on the unaudited condensed consolidated statements of operations. During the three months ended July 31, 2026 and 2025, the Company didnot record any incremental ROU assets and lease liabilities as there wereno leases that commenced during these periods.

The maturities of lease liabilities at July 31, 2026 are as follows:

As of July 31, 2026 and 2025, the weighted-average remaining lease term for all operating leases was 3.57 years and 4.30 years, respectively. The Company does not generally have access to the rate implicit in the leases and therefore selected a rate that is reflective of companies with similar credit ratings for secured debt as the discount rate. The weighted average discount rate for operating leases as of July 31, 2026 and 2025, was 7.09% and 6.86%, respectively.

The Company has future operating lease payments of approximately $0.8 million related to alease that has not yet commenced and was entered into as of July 20, 2026. Such lease payments are not included in the table above or the Company’s condensed consolidated financial position as operating lease ROU assets and operating lease liabilities. The operating lease payments are anticipated to commence in the second quarter of 2027 and continue for approximately 7 years.

NOTE G – SEGMENT INFORMATION

The Company operates undertwo reportable segments based on the geographic locations of its subsidiaries:

The Company measures segment performance based on total revenues and profits generated by each geographic location rather than on the specific types of customers or end-users. Consequently, the Company determined that the segments indicated above most appropriately reflect the way the Company’s chief operating decision maker (“CODM”) views the business.

The accounting policies of thetwo segments are the same as those described in “Note 1. Summary of Accounting Policies” to the consolidated financial statements included in the Form 10-K. Our Chief Executive Officer (“CEO”) serves as our CODM who evaluates the segment performance and allocates resources to them based on operating income which is defined as income before investment income, interest expense, other expenses, and income taxes. Operating income by segment is used to monitor segment results compared to prior periods, forecasted results, and the annual plan. Additionally, operating income by segment is used to determine areas of business process improvement and potential profitable market opportunities. All acquired assets, including intangible assets, are included in the assets of both reporting segments.

The tables below present segment revenues, significant segment expenses, which consist of segment cost of revenues and segment R&D costs, and segment operating income for each reportable segment and on a consolidated basis as reported in the condensed consolidated statements of operations for the three months ended July 31, 2026 and 2025 (in thousands):

Included in the determination of operating income is selling, general, and administrative expenses of $2.9 million and $2.7 million for the three months ended July 31, 2026 and 2025, respectively, for the FEI-NY segment, and $1.0 million and $0.7 million for the three months ended July 31, 2026 and 2025, respectively, for the FEI-Zyfer segment.

The tables below present the identifiable assets of each reportable segment and on a consolidated basis as reported in the consolidated balance sheets as of July 31, 2026 and April 30, 2026 and the depreciation and amortization charges related to these identifiable assets for the three months then ended (in thousands):

Total revenue recognized over time as Percentage of Completion (“POC”) and at a point in time as Passage of Title (“POT”) was approximately $22.4 million and $1.0 million, respectively, of the $23.5 million reported for the three months ended July 31, 2026. Total revenue recognized over time as POC andat a point in time as POT was approximately $12.4 million and $1.4 million, respectively, of the $13.8 million reported for the three months ended July 31, 2025.

The amounts by segment and product line were as follows (in thousands):

NOTE H – INVESTMENTS

Morion, Inc.

The Company has an investment in Morion, Inc. (“Morion”), a privately-held Russian company, which manufactures high precision quartz resonators and crystal oscillators. The Company has also previously licensed certain technology to Morion.

The Company’s investment consists of 4.6% of Morion’s outstanding shares. However, due to the Russia-Ukraine conflict and resulting sanctions, the future status of FEI’s investment in Morion became uncertain and accordingly, such investment was entirely written off in fiscal year 2022. Accordingly, the carrying value of this investment was $0 as of July 31, 2026 and April 30, 2026.

During the three months ended July 31, 2026 and 2025, the Company didnot acquire any product from Morion. During the three months ended July 31, 2026 and 2025, the Company didnot receive dividends from Morion.

Prior purchases of materials from Morion consisted primarily of quartz crystal blanks, which were used in the fabrication of quartz resonators. However, on October 30, 2024, the U.S. Department of Treasury’s Office of Foreign Assets Control designated Morion as a Specially Designated National, resulting in the blocking of all Morion property and property interests. As a result, the Company has terminated all commercial relationships with Morion, including the licensing of technology to Morion and the purchase of any products from Morion. The Company has established alternate sources of supply with respect to items previously acquired from Morion. The Company is also capable of fabricating the crystal blanks in-house.

Temporis Solutio

Temporis Solutio (“Temporis”) is a company that has the sole commercialization license to a patented digital signal processing measurement technique to remove systematic electronics noise from precision timing measurements.

On July 1, 2026 the Company acquired a 25% minority interest in Temporis for $0.5 million. The Company accounted for this transaction as an equity method investment under ASC 323. The Company may be required to purchase additional interest in Temporis upon capital call notices from the investee. There were no capital call notices received from the investee during the three months ended July 31, 2026.

NOTE I – RESTRICTED CASH

As of July 31, 2026 and April 30, 2026, restricted cash consisted of approximately $1.3 million, in both periods, primarily related to a letter of credit required for contractual restrictions during the period of performance for one of the Company’s contracts. Restricted cash is classified as current or non-current based on the remaining performance period of the contract.

A reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated statements of cash flows is shown below (in thousands):

NOTE J – RECENT ACCOUNTING PRONOUNCEMENTS

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires entities to disclose certain expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization, by caption. Additionally, entities must provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this standard will have on the consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements, an amendment of the FASB Accounting Standards Codification. The amendments in this ASU primarily provide clarification on interim reporting requirements and enhanced disclosure requirements. The amendments also include a disclosure principle to disclose all events since the end of the last annual reporting period that have a material impact on the Company. The ASU is effective for fiscal years beginning after December 15, 2027, and all interim reporting periods within applicable annual periods, with early adoption permitted. The Company is currently evaluating the effect that this standard will have on its consolidated financial statements and related disclosures.

NOTE K – DEFERRED INCOME TAXES

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future.

On July 4, 2025, President Trump signed H.R.1, the One Big Beautiful Bill Act (“OBBBA”) into law. In accordance with U.S. GAAP, the Company accounted for the tax effects of changes in tax law in the period of enactment during the first quarter of fiscal year 2026. The OBBBA made changes to the U.S. tax code, including, but not limited to: (1) allowing taxpayers to fully deduct domestic research expenditures for tax years beginning after December 31, 2024, (2) provides a catch-up relief provision for taxpayers to accelerate deductions for unamortized domestic research expenditures, (3) provides a permanent provision for 100% bonus depreciation deductions for most tangible personal property with a recovery period of 20 years or less, acquired and placed in service after January 19, 2025, and (4) for tax years beginning after December 31, 2024, restores Adjusted Taxable Income by adding back amortization and depreciation to calculate the limitation on interest deductions (effectively returning to EBITDA).

As required by the authoritative guidance on accounting for income taxes, we evaluate the realization of deferred tax assets on a jurisdictional basis at each reporting date. We consider all positive and negative evidence, including the reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of recent operations. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets will not be realizable, we establish a valuation allowance. In general, the favorable research and expenditure provisions and permanent bonus depreciation provision will allow the Company to accelerate deductions and reduce cash taxes. The enactment of the OBBBA did not have a material impact on our provision or effective tax rate as of July 31, 2026. We continue to evaluate the OBBBA and its requirements, as well as its application to our business and its impact on cash taxes and our effective tax rate.

As of July 31, 2026, the Company maintains a valuation allowance of $1.3 million primarily against certain deferred tax assets, including state tax credits and capital losses because the realization of these tax attributes requires sufficient taxable income be sourced to the respective state jurisdiction and capital gain income is required to utilize capital losses. If these estimates and assumptions change in the future, the Company may be required to adjust its existing valuation allowance resulting in a change to deferred income tax expense.

NOTE L – PRODUCT WARRANTIES

The Company generally provides its customers with a one-year warranty regarding the manufactured quality and functionality of its products. The Company establishes warranty reserves based on its product history, current information on repair costs and annual sales levels. As of July 31, 2026 and April 30, 2026, respectively, changes in the carrying amount of accrued product warranty costs, reported in accrued expenses on the consolidated balance sheets, were as follows (in thousands):

NOTE M – DEBT OBLIGATIONS

As of July 31, 2026, the Company had available credit with JPMorgan Chase Bank, N.A under which no borrowings had been made.

On June 12, 2026, the Company entered into a senior, secured revolving credit facility with JPMorgan Chase Bank, N.A., as the lender (the “Credit Agreement”). The Credit Agreement provides for athree-year revolving credit facility of $10.0 million, of which up to $5.0 million is available for the issuance of letters of credit. The Credit Agreement provides that the Company may, at its option increase the aggregate amount of the revolving credit facility in an amount up to $10.0 million, subject to certain customary conditions and on the terms set forth in the Credit Agreement. There can be no assurance that additional funding will become available. Commitments under the revolving credit facility are subject to a commitment fee of 0.35% per annum on the daily amount of the undrawn portion of the revolving credit facility. The Company’s obligations under the Credit Agreement are guaranteed by FEI-Zyfer, Inc., a wholly-owned subsidiary of the Company. The revolving credit facility matures on June 12, 2029. For more information regarding the Credit Agreement, see Note 7 to the Consolidated Financial Statements in the Form 10-K.

The agreement contains customary affirmative and negative covenants, including requirements that the Company maintain a total Leverage Ratio greater than 2.25 to 1.00 and a Fixed Charge Coverage Ratio greater than 1.25 to 1.00. As of July 31, 2026, the Company was in compliance with all covenants.

NOTE N – SUBSEQUENT EVENTS

On August 3, 2026, the underwriters to the Offering exercised their option in full to purchase the Option Shares and on August 5, 2026, the underwriters purchased the Option Shares. The gross proceeds to the Company from the sale of the Option Shares were approximately $15 million. Net of underwriting discounts and commissions of approximately $0.9 million, the total proceeds received were approximately $14.1 million in the second quarter of fiscal year 2027. See Note B above for additional information.